REG-Balyasny Asset Management LP Form 8.3 - Horizon Therapeutics Plc

Horizon TherapeuticsAnnouncement

06/10/2023 13:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231006:nBwccsV9Ca&default-theme=true


Form 8.3 - Horizon Therapeutics Plc

 

FORM 8.3

IRISH TAKEOVER PANEL

OPENING POSITION DISCLOSURE/DEALING DISCLOSURE UNDER RULE 8.3 OF THE IRISH
TAKEOVER PANEL ACT, 1997, TAKEOVER

RULES, 2022 BY PERSONS WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1%
OR MORE

1. KEY INFORMATION
 (a) Full name of discloser                                                       Balyasny Asset Management LP  
 (b) Owner or controller of interests and short positions disclosed, if                                         
 different from 1(a)                                                                                            
 
                                                                                                              
 
The naming of nominee or vehicle companies is insufficient. For a trust, the                                  
 trustee(s), settlor and beneficiaries must be named.                                                           
 (c) Name of offeror/offeree in relation to whose relevant securities this form   Horizon Therapeutics plc      
 relates                                                                                                        
 
                                                                                                              
 
Use a separate form for each offeror/offeree                                                                  
 (d) If an exempt fund manager connected with an offeror/offeree, state this                                    
 and specify identity of offeror/offeree (Note 1)                                                               
 (e) Date position held/dealing undertaken                                        05/10/2023                    
 
                                                                                                              
 
For an opening position disclosure, state the latest practicable date prior to                                
 the disclosure                                                                                                 
 (f) In addition to the company in 1(c) above, is the discloser also making       N/A                           
 disclosures in respect of any other party to the offer?                          
                             
 
                                                                                
                             
 
If it is a cash offer or possible cash offer, state “N/A”                                                     


2. INTERESTS AND SHORT POSITIONS

If there are interests and short positions to disclose in more than one class
of relevant securities of the offeror or offeree named in 1(c), copy table 2
for each additional class of relevant security.

Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates following the dealing (if any)

(Note 2)
 Class of relevant security                                                     $0.0001 ordinary shares                 
 
(Note 3)                                                                      
                                       
                                                                                
ISIN: IE00BQPVQZ61                     
                                                                                Interests          Short positions      
                                                                                Number     %       Number     %         
 (1) Relevant securities owned and/or controlled                                2,236,753  0.98                         
 (2) Cash-settled derivatives                                                                                           
 (3) Stock-settled derivatives (including options) and agreements to purchase/  1,476,000  0.64    2,306,500  1.00      
 sell                                                                                                                   
 Total                                                                          3,712,753  1.62    2,306,500  1.00      


All interests and all short positions should be disclosed.

Details of options including rights to subscribe for new securities and any
open stock-settled derivative positions (including traded options), or
agreements to purchase or sell relevant securities, should be given on a
Supplemental Form 8.

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE (Note 4)

Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales
 Class of relevant        Purchase/sale  Number of    Price per unit   
 
security                               
securities  
(Note 5)        
 $0.0001 ordinary shares  Sale           37,418       USD 116.34       
 $0.0001 ordinary shares  Purchase       2,000        USD 116.29       
 $0.0001 ordinary shares  Purchase       1,000        USD 116.32       
 $0.0001 ordinary shares  Purchase       100          USD 116.26       
 $0.0001 ordinary shares  Purchase       40,663       USD 116.36       
 $0.0001 ordinary shares  Purchase       3,000        USD 116.30       
 $0.0001 ordinary shares  Purchase       1,587        USD 116.30       
 $0.0001 ordinary shares  Purchase       3,760        USD 116.30       
 $0.0001 ordinary shares  Purchase       4,000        USD 116.30       
 $0.0001 ordinary shares  Purchase       4,413        USD 116.30       
 $0.0001 ordinary shares  Purchase       827          USD 116.30       
 $0.0001 ordinary shares  Purchase       2,000        USD 116.30       
 $0.0001 ordinary shares  Purchase       5,000        USD 116.30       


(b) Cash-settled derivative transactions
 Class of    Product        Nature of dealing                                                            Number of     Price       
 
relevant   
description   
e.g. opening/ closing a long/ short position, increasing/ reducing a long/  
reference    
per unit   
 
security   
e.g. CFD      short position                                                               
securities   
(Note 5)   
                                                                                                         
(Note 6)                 
                                                                                                                                   


(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying
 Class of    Product       Writing, purchasing, selling, varying   Number        Exercise     Type         Expiry   Option              
 
relevant   
description  
etc.                                   
of           
price per   
e.g.        
date    
money              
 
security   
                                                     
securities   
unit        
American,            
paid/              
             
e.g. call                                            
to which                  
European             
received per unit  
             
option                                               
option                    
etc.                                     
                                                                   
relates                                                             
                                                                   
(Note 6)                                                            
                                                                                                                                        


(ii) Exercise
 Class of    Product        Exercising/   Number of    Exercise     
 
relevant   
description   
exercised    
securities  
price per   
 
security   
e.g. call     
against                   
unit        
             
option                                   
(Note 5)    
                                                                    


(d) Other dealings (including transactions in respect of new securities) (Note
3)
 Class of    Nature of dealing      Details  Price per unit (if   
 
relevant   
e.g. subscription,             
applicable)         
 
security   
conversion, exercise           
(Note 5)            
                                                                  


4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements
 Details of any indemnity or option arrangement, or any agreement or              
 understanding, formal or informal, relating to relevant securities which may     
 be an inducement to deal or refrain from dealing entered into by the person      
 making the disclosure and any party to the offer or any person acting in         
 concert with a party to the offer.                                               
 
                                                                                
 
Irrevocable commitments and letters of intent should not be included. If there  
 are no such agreements, arrangements or understandings, state “none”             
                                                                                  


(b) Agreements, arrangements or understandings relating to options or
derivatives
 Full details of any agreement, arrangement or understanding between the person   
 disclosing and any other person relating to the voting rights of any relevant    
 securities under any option referred to on this form or relating to the voting   
 rights or future acquisition or disposal of any relevant securities to which     
 any derivative referred to on this form is referenced. If none, this should be   
 stated.                                                                          
                                                                                  


(c) Attachments
 Is a Supplemental Form 8 attached?  Yes  

 Date of disclosure  06/10/2023        
 Contact name        Jack Satt         
 Telephone number    +44 208 164 3693  


Public disclosures under Rule 8.3 of the Rules must be made to a Regulatory
Information Service.

NOTES ON FORM 8.3

1. See the definition of “connected fund manager” in Rule 2.2 of Part A of
the Rules.

2. See the definition of “interest in a relevant security” in Rule 2.5 of
Part A of the Rules and see Rule 8.6(a) and (b) of Part B of the Rules.

3. See the definition of “relevant securities” in Rule 2.1 of Part A of
the Rules.

4. See the definition of “dealing” in Rule 2.1 of Part A of the Rules.

5. If the economic exposure to changes in the price of securities is limited,
for example, by virtue of a stop loss arrangement relating to a spread bet,
full details must be given.

6. See Rule 2.5(d) of Part A of the Rules.

7. If details included in a disclosure under Rule 8 are incorrect, they should
be corrected as soon as practicable in a subsequent disclosure. Such
disclosure should state clearly that it corrects details disclosed previously,
identify the disclosure or disclosures being corrected, and provide sufficient
detail for the reader to understand the nature of the corrections. In the case
of any doubt, the Panel should be consulted.

For full details of disclosure requirements, see Rule 8 of the Rules. If in
doubt, consult the Panel.

References in these notes to “the Rules” are to the Irish Takeover Panel
Act, 1997, Takeover Rules, 2022.

SUPPLEMENTAL FORM 8

IRISH TAKEOVER PANEL

DISCLOSURE UNDER RULE 8.1, RULE 8.3, RULE 38.5(b) AND RULE 38.6 OF THE IRISH
TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS,
AGREEMENTS TO PURCHASE OR SELL AND RIGHTS TO SUBSCRIBE FOR NEW SECURITIES

1. KEY INFORMATION
 Full name of person making            Balyasny Asset Management LP  
 
disclosure:                                                        
 Name of offeror/offeree in relation   Horizon Therapeutics plc      
 
to whose relevant securities the                                   
 
disclosure relates:                                                


2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
 Class of                 Product        Written or   Number of        Exercise   Type         Expiry    
 
relevant                
description   
purchased   
securities to   
price     
e.g.        
date     
 
security                
e.g. call                  
which option    
per unit  
American,             
                          
option                     
or derivative              
European              
                                                      
relates                    
etc.                  
 $0.0001 ordinary shares  Call Option    Written      1,400            USD 120    American     20/10/23  
 $0.0001 ordinary shares  Put Option     Purchased    600,000          USD 60     American     20/10/23  
 $0.0001 ordinary shares  Put Option     Purchased    4,100            USD 70     American     20/10/23  
 $0.0001 ordinary shares  Put Option     Written      750,000          USD 70     American     17/11/23  
 $0.0001 ordinary shares  Put Option     Purchased    750,000          USD 80     American     17/11/23  
 $0.0001 ordinary shares  Put Option     Purchased    20,000           USD 95     American     17/11/23  
 $0.0001 ordinary shares  Call Option    Purchased    726,000          USD 100    American     15/12/23  
 $0.0001 ordinary shares  Call Option    Written      726,000          USD 110    American     15/12/23  
 $0.0001 ordinary shares  Call Option    Written      205,000          USD 115    American     19/01/24  


3. AGREEMENTS TO PURCHASE OR SELL
 Full details should be given so that the nature of the interest or position  
 can be fully understood:                                                     
                                                                              
 
                                                                            
 
                                                                            


4. RIGHTS TO SUBSCRIBE FOR NEW SECURITIES (INCLUDING DIRECTORS’ AND OTHER
EMPLOYEE OPTIONS)
 Class of relevant security in relation to which subscription right exists:       
 Details, including nature of the rights concerned and relevant percentages:      


It is not necessary to provide details on a Supplemental Form with regard to
cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

For full details of disclosure requirements, see Rule 8 of the Rules. If in
doubt, consult the Panel.

References in these notes to “the Rules” are to the Irish Takeover Panel
Act, 1997, Takeover Rules, 2022.



View source version on businesswire.com:
https://www.businesswire.com/news/home/20231006913237/en/
(https://www.businesswire.com/news/home/20231006913237/en/)

Balyasny Asset Management LP


Copyright Business Wire 2023